Qureshi Hunain 4

What Happened

• Hunain Qureshi, Chief Accounting Officer of HMH Holding Inc. (HMH), had 7,798 shares of Class A common stock withheld on May 18, 2026 to satisfy tax-withholding obligations (disposition of $150,345 at $19.28 per share). On June 19, 2026, Qureshi was granted 4,019 restricted stock units (RSUs) under HMH’s 2026 Long-Term Incentive Plan (reported as an acquisition with $0 cash outlay in the filing).

Key Details

• May 18, 2026: 7,798 shares withheld (F) at $19.28/share — total $150,345; net settlement to satisfy tax withholding (not an open-market sale).
• June 19, 2026: 4,019 RSUs granted (A); each RSU represents a contingent right to one share; grant reported with $0 cash paid.
• Vesting: RSUs vest in three equal installments on Sep 19, 2027, Jun 19, 2028 and Jun 19, 2029 (per filing footnote).
• Corporate approval: The net settlement (tax withholding) was approved by the board pursuant to Rule 16b-3.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Filing timeliness: Form filed on June 23, 2026 — the May 18 withholding transaction appears to have been reported late relative to the typical 2-business-day Form 4 rule.

Context

• The May 18 transaction is a tax-withholding net settlement (transaction code F), which is routine when restricted stock/RSUs vest and does not necessarily indicate a view on the stock.
• The June 19 grant (transaction code A) is an RSU award that will convert into shares only as the units vest on the schedule above; no cash purchase occurred at grant.